##### Table of Contents



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549


FORM 10-Q



|     |                                                                                                                                                                                                
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|[X]  | Quarterly report pursuant to Section 13 or 15(d) of the
	Securities Exchange Act of 1934 
	 For the quarterly period ended June 30, 1999, or                                                   
|    
|    
|[  ] | Transition report pursuant to Section 13 or 15(d) of the
	Securities Exchange Act of 1934 
	 For the transition period from
	                              to

	                              .

Commission File Number 0-17028

IRONTON IRON, INC.



|                                               |  |                    
|---------------------------------------------- |  | -------------------
|OHIO                                           |  | 31-1117407         
|(State or other jurisdiction of                |  | (IRS Employer      
|incorporation or organization)                 |  | Identification No.)
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|5445 Corporate Drive, Suite 200, Troy Michigan |  | 48098-2683         
|(Address of principal executive offices)       |  | (Zip code)         

(248) 952-2500



Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject
 to such filing requirements for the past 90 days. Yes X No

At August 1, 1999 there were 23,000 shares of Common Stock,
no par value, outstanding.



---

TABLE OF CONTENTS



|                                                                                              |  |  |  |  |  |  |  | 
|--------------------------------------------------------------------------------------------- |  |  |  |  |  |  |  | 
|PART I -- FINANCIAL INFORMATION                                                              
|Item 1. Financial Statements                                                                 
|Interim Condensed Balance Sheets                                                             
|Interim Condensed Statements of Operations                                                   
|Interim Condensed Statements of Cash Flows                                                   
|Notes to Interim Condensed Financial Statements                                              
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|Item 3. Quantitative and Qualitative Disclosures about Market Risk                           
|PART II -- OTHER INFORMATION                                                                 
|Item 1. Legal Proceedings                                                                    
|Item 2. Changes in Securities and Use of Proceeds                                            
|Item 3. Defaults upon Senior Securities                                                      
|Item 4. Submission of Matters to a Vote of Security Holders                                  
|Item 5. Other Information                                                                    
|Item 6. Exhibits and Reports on Form 8-K                                                     



---








PART I  FINANCIAL INFORMATION







Item 1. Financial Statements


Ironton Iron, Inc.






Interim Condensed Balance Sheets


|                                  |                               |                                                                               |        |              |       |   |        |        |       | 
|--------------------------------- | ----------------------------- | ----------------------------------------------------------------------------- | ------ | ------------ | ----- | - | ------ | ------ | ----- | 
|                                  |                               | June 30,                                                                      |        | December 31,
|                                  |                               | 1999                                                                          |        | 1998        
|                                  |                               |                                                                               |        |             
|                                  |                               | (Unaudited)                                                                   |        |             
|                                  |                               |                                                                              
|                                  |                               | (in thousands of dollars)                                                    
|Assets                            |                               |                                                                               |        |              |       |   |        |       
|                                 
|                                 
|                                 
|                                 
|                                  | Current assets:               |                                                                               |        |              |       |   |        |        |      
|                                  | Cash and cash equivalents     |                                                                               |        | $57          |       |   |        | $13    |      
|                                 
|                                 
|                                 
|                                 
|                                  | Accounts receivable:          |                                                                               |        |              |       |   |        |        |      
|                                  |                               | Trade, less allowance for doubtful accounts
	of $298 in 1999 and $412 in 1998 |        |              | 7,437 |   |        |        | 7,908 | 
|                                  |                               | Other                                                                         |        |              | 687   |   |        |        | 410   | 
|                                  | Inventories                   |                                                                               |        | 3,366        |       |   |        | 3,026  |      
|                                  | Other current assets          |                                                                               |        | 7            |       |   |        | 102    |      
|                                  |                               |                                                                               |        |              |       |   |        |       
|Total current assets              |                               |                                                                               | 11,554 |              |       |   | 11,459 |       
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|Property, plant and equipment:    |                               |                                                                               |        |              |       |   |        |       
|                                  | Land                          |                                                                               |        | 295          |       |   |        | 295    |      
|                                  | Building and improvements     |                                                                               |        | 5,858        |       |   |        | 5,858  |      
|                                  | Machinery and equipment       |                                                                               |        | 30,746       |       |   |        | 29,749 |      
|                                  | Construction in progress      |                                                                               |        | 2,746        |       |   |        | 2,159  |      
|                                  |                               |                                                                               |        |              |       |   |        |       
|                                  |                               |                                                                               | 39,645 |              |       |   | 38,061 |       
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                  | Less accumulated depreciation |                                                                               |        | 23,558       |       |   |        | 22,218 |      
|                                  |                               |                                                                               |        |              |       |   |        |       
|Net property, plant and equipment |                               |                                                                               | 16,087 |              |       |   | 15,843 |       
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|Other noncurrent assets           |                               |                                                                               | 426    |              |       |   | 15     |       
|                                  |                               |                                                                               |        |              |       |   |        |       
|                                  |                               | $                                                                             | 28,067 |              |       | $ | 27,317 |       
|                                  |                               |                                                                               |        |              |       |   |        |       

2



---



##### Table of Contents



Ironton Iron, Inc.

Interim Condensed Balance Sheets

|                                         |                               |                           |         |              |   |   |         |         |  
|---------------------------------------- | ----------------------------- | ------------------------- | ------- | ------------ | - | - | ------- | ------- | -
|                                         |                               | June 30,                  |         | December 31,
|                                         |                               | 1999                      |         | 1998        
|                                         |                               |                           |         |             
|                                         |                               | (Unaudited)               |         |             
|                                         |                               |                          
|                                         |                               | (in thousands of dollars)
|Liabilities and shareholders deficiency |                               |                           |         |              |   |   |         |        
|                                        
|                                        
|                                        
|                                        
|Current liabilities:                     |                               |                           |         |              |   |   |         |        
|                                         | Accounts payable              |                           |         | $4,059       |   |   |         | $4,020  |  
|                                         | Accrued wages and benefits    |                           |         | 1,008        |   |   |         | 858     |  
|                                         | Accrued workers compensation |                           |         | 358          |   |   |         | 375     |  
|                                         | Other accrued liabilities     |                           |         | 450          |   |   |         | 522     |  
|                                         |                               |                           |         |              |   |   |         |        
|Total current liabilities                |                               |                           | 5,875   |              |   |   | 5,775   |        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|Due to affiliates                        |                               |                           | 60,859  |              |   |   | 52,570  |        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|Redeemable preferred stock               |                               |                           | 3,565   |              |   |   | 3,506   |        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|Shareholders deficiency:                |                               |                           |         |              |   |   |         |        
|                                         | Common stock                  |                           |         | 2,000        |   |   |         | 2,000   |  
|                                         | Additional paid-in capital    |                           |         | 49,523       |   |   |         | 49,523  |  
|                                         | Accumulated deficit           |                           |         | (93,755      | ) |   |         | (86,057 | )
|                                         |                               |                           |         |              |   |   |         |        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|Shareholders deficiency                 |                               |                           | (42,232 | )            |   |   | (34,534 | )      
|                                         |                               |                           |         |              |   |   |         |        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                         |                               | $                         | 28,067  |              |   | $ | 27,317  |        
|                                         |                               |                           |         |              |   |   |         |        

See accompanying notes.

3



---



##### Table of Contents



Ironton Iron, Inc.






Interim Condensed Statements of Operations


|                                        |                               |                           |        |                  |   |          |        |          |   |   |        |        |   |   |        |        |  
|--------------------------------------- | ----------------------------- | ------------------------- | ------ | ---------------- | - | -------- | ------ | -------- | - | - | ------ | ------ | - | - | ------ | ------ | -
|                                        |                               |                           |        |                 
|                                        |                               | Three months ended        |        | Six months ended
|                                        |                               |                           |        |                 
|                                        |                               | June 30,                  |        | June 30,         |   | June 30, |        | June 30,
|                                        |                               | 1999                      |        | 1998             |   | 1999     |        | 1998    
|                                        |                               |                           |        |                  |   |          |        |         
|                                        |                               |                          
|                                        |                               | (Unaudited)              
|                                        |                               | (in thousands of dollars)
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|Net sales                               |                               | $                         | 15,192 |                  |   | $        | 13,494 |          |   | $ | 30,818 |        |   | $ | 27,935 |       
|Cost of sales                           |                               |                           | 19,014 |                  |   |          | 14,411 |          |   |   | 37,344 |        |   |   | 29,267 |       
|                                        |                               |                           |        |                  |   |          |        |          |   |   |        |        |   |   |        |       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|Gross profit                            |                               |                           | (3,822 | )                |   |          | (917   | )        |   |   | (6,526 | )      |   |   | (1,332 | )     
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|Operating income (expense):             |                               |                           |        |                  |   |          |        |          |   |   |        |        |   |   |        |       
|                                        | Corporate charges from parent |                           |        | (382             | ) |          |        | (420     | ) |   |        | (765   | ) |   |        | (840   | )
|                                        | Other operating income        |                           |        |                 |   |          |        | 129      |   |   |        |       |   |   |        | 279    |  
|                                        |                               |                           |        |                  |   |          |        |          |   |   |        |        |   |   |        |       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|Operating loss                          |                               |                           | (4,204 | )                |   |          | (1,208 | )        |   |   | (7,291 | )      |   |   | (1,893 | )     
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|Interest expense                        |                               |                           | 180    |                  |   |          | 190    |          |   |   | 348    |        |   |   | 360    |       
|                                        |                               |                           |        |                  |   |          |        |          |   |   |        |        |   |   |        |       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|Loss before income taxes and cumulative |                               |                           |        |                  |   |          |        |          |   |   |        |        |   |   |        |       
|                                        | effect of accounting change   |                           |        | (4,384           | ) |          |        | (1,398   | ) |   |        | (7,639 | ) |   |        | (2,253 | )
|Provision for income taxes              |                               |                           |       |                  |   |          |       |          |   |   |       |        |   |   |       |       
|                                        |                               |                           |        |                  |   |          |        |          |   |   |        |        |   |   |        |       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|Loss before cumulative effect of        |                               |                           |        |                  |   |          |        |          |   |   |        |        |   |   |        |       
|                                        | accounting change             |                           |        | (4,384           | ) |          |        | (1,398   | ) |   |        | (7,639 | ) |   |        | (2,253 | )
|Cumulative effect of accounting change  |                               |                           |       |                  |   |          |       |          |   |   |       |        |   |   | 290    |       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                       
|                                        |                               |                           |        |                  |   |          |        |          |   |   |        |        |   |   |        |       
|Net loss                                |                               | $                         | (4,384 | )                |   | $        | (1,398 | )        |   | $ | (7,639 | )      |   | $ | (1,963 | )     
|                                        |                               |                           |        |                  |   |          |        |          |   |   |        |        |   |   |        |       

See accompanying notes.

4



---



##### Table of Contents



Ironton Iron, Inc.






Interim Condensed Statements of Cash Flows


|                                           |                                              |                                          |        |          |      |   |        |       |        |  
|------------------------------------------ | -------------------------------------------- | ---------------------------------------- | ------ | -------- | ---- | - | ------ | ----- | ------ | -
|                                           |                                              |                                         
|                                           |                                              | Six months ended                        
|                                           |                                              | June 30,                                 |        | June 30,
|                                           |                                              | 1999                                     |        | 1998    
|                                           |                                              |                                          |        |         
|                                           |                                              |                                         
|                                           |                                              | (Unaudited)                             
|                                           |                                              | (in thousands of dollars)               
|                                          
|                                          
|                                          
|                                          
|Operating activities:                      |                                              |                                          |        |          |      |   |        |      
|Net loss                                   |                                              | $                                        | (7,639 | )        |      | $ | (1,963 | )    
|Adjustments to reconcile net loss to cash  |                                              |                                          |        |          |      |   |        |      
|                                          
|                                          
|                                          
|                                          
|                                           | used in operating activities:                |                                          |        |          |      |   |        |       |       
|                                           | Depreciation and amortization                |                                          |        | 1,385    |      |   |        | 1,342 |       
|                                           | Cumulative effect of accounting change       |                                          |        |         |      |   |        | (290  | )     
|                                          
|                                          
|                                          
|                                          
|                                           | Changes in operating assets and liabilities: |                                          |        |          |      |   |        |       |       
|                                           |                                              | Accounts receivable                      |        |          | 194  |   |        |       | (1,787 | )
|                                           |                                              | Inventories                              |        |          | (340 | ) |        |       | (387   | )
|                                           |                                              | Accounts payable and accrued liabilities |        |          | 100  |   |        |       | 201    |  
|                                           |                                              | Other assets and liabilities             |        |          | 95   |   |        |       | 61     |  
|                                           |                                              |                                          |        |          |      |   |        |      
|Net cash used in operating activities      |                                              |                                          | (6,205 | )        |      |   | (2,823 | )    
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|Investing activities:                      |                                              |                                          |        |          |      |   |        |      
|                                           | Additions to property, plant and equipment   |                                          |        | (1,584   | )    |   |        | (864  | )     
|                                           | Other                                        |                                          |        | (456     | )    |   |        |      |       
|                                           |                                              |                                          |        |          |      |   |        |      
|Net cash used in investing activities      |                                              |                                          | (2,040 | )        |      |   | (864   | )    
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|Financing activities:                      |                                              |                                          |        |          |      |   |        |      
|                                           | Increase in due to affiliates                |                                          |        | 8,289    |      |   |        | 3,729 |       
|                                           |                                              |                                          |        |          |      |   |        |      
|Net cash provided by financing activities  |                                              |                                          | 8,289  |          |      |   | 3,729  |      
|                                           |                                              |                                          |        |          |      |   |        |      
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|Net increase in cash and cash equivalents  |                                              |                                          | 44     |          |      |   | 42     |      
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|Cash and cash equivalents at beginning of  |                                              |                                          |        |          |      |   |        |      
|                                           | period                                       |                                          |        | 13       |      |   |        | 21    |       
|                                           |                                              |                                          |        |          |      |   |        |      
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|Cash and cash equivalents at end of period |                                              | $                                        | 57     |          |      | $ | 63     |      
|                                           |                                              |                                          |        |          |      |   |        |      

See accompanying notes.

5



---



##### Table of Contents



Ironton Iron, Inc.






Notes to Interim Condensed Financial Statements


June 30, 1999 (Unaudited)

1.  Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements of
Ironton Iron, Inc. (Company) have been prepared in
accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required
 by generally accepted accounting principles for complete
financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating
results for the three and six months ended June 30, 1999 are
 not necessarily indicative of the results that may be expected
for the year ending December 31, 1999. For further
information, refer to the financial statements and footnotes
thereto included in the Companys annual report on
Form 10-K for the year ended December 31, 1998.

Inventories

Inventories consist of the following (in thousands of dollars):

|                      |  |          |       |              |  |   |       | 
|--------------------- |  | -------- | ----- | ------------ |  | - | ----- | 
|                      |  | June 30, |       | December 31,
|                      |  | 1999     |       | 1998        
|                      |  |          |       |             
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|Finished goods        |  | $        | 94    |              |  | $ | 40    | 
|Work in process       |  |          | 399   |              |  |   | 366   | 
|Raw materials         |  |          | 693   |              |  |   | 686   | 
|Supplies and patterns |  |          | 2,180 |              |  |   | 1,934 | 
|                      |  |          |       |              |  |   |       | 
|                      |  | $        | 3,366 |              |  | $ | 3,026 | 
|                      |  |          |       |              |  |   |       | 

Dependency on Parent

The Company has incurred significant operating losses since its
inception. Intermet Corporation (Intermet) has
provided financial support by funding losses, capital
expenditures and working capital increases. The Company remains
dependent on Intermet and Intermet intends to continue providing
financial support through intercompany cash advances.

Loss per Common Share

Because Intermet owns all common stock of the Company, no income
or loss per common share information is included herein.

6



---



##### Table of Contents



Ironton Iron, Inc.

Notes to Interim Condensed Financial Statements (continued)

June 30, 1999 (Unaudited)

2.  Reporting for Business Segments

The Company is a single operating unit with essentially one
product line. Virtually all sales are made to one geographic area
 (United States). Thus, the Company has only one segment.

3.  Comprehensive Income

The Companys comprehensive losses for the three and six
months ended June 30, 1999 and 1998 are the same as the net
losses reported, respectively.

7



---



##### Table of Contents



Forward Looking Statement

The following Item 2. Managements Discussion and
Analysis of Financial Condition and Results of Operations and
Item 3. Quantitative and Qualitative Disclosures about
Market Risk contain forward-looking statements within the meaning
 of the Private Securities Litigation Reform Act of 1995. When
used in this section, the words anticipate,
believe, estimate and expect
and similar expressions are generally intended to identify
forward-looking statements. Readers are cautioned that any
forward-looking statements, including statements regarding the
intent, belief or current expectations of the Company or its
management, are not guarantees of future performance and involve
risks and uncertainties. In addition, readers are cautioned that
actual results may differ materially from those in the
forward-looking statements as a result of various factors
including, but not limited to:



|  |                                                                                                                                   
|- | ----------------------------------------------------------------------------------------------------------------------------------
| | general economic conditions in the markets in which the Company
	operates                                                         
| | fluctuations in worldwide or regional automobile and light and
	heavy truck production                                            
| | labor disputes involving the Company or its significant customers                                                                 
| | changes in practices and/or policies of the Companys
	significant customers toward outsourcing automotive components
	and systems
| | interest rate fluctuations                                                                                                        
| | commodity price fluctuations                                                                                                      
| | factors affecting the ability of the Company or its key suppliers
	 to resolve Year 2000 issues in a timely manner                
| | changes in the level of financial support provided by Intermet to
	 the Company, and                                              
| | other risks detailed from time to time in the Companys
	filings with the Securities and Exchange Commission.                     

The Company does not intend to update these forward-looking
statements.






|        |                                                                                       
|------- | --------------------------------------------------------------------------------------
|Item 2. | Managements Discussion and Analysis of Financial
	Condition and Results of Operations

Material Changes in Financial Condition

Operating activities used $6.2 million in the six months
ended June 30, 1999 due primarily to the operating losses
incurred during that period. Depreciation and amortization
expense was $1.4 million. Accounts receivable decreased
$0.2 million from December 31, 1998 because although
June 1999s sales were greater than
December 1998s, the Company enhanced its accounts
receivable collection efforts. Additions to property, plant and
equipment were $1.6 million during the six months ended
June 30, 1999. The cash consumed in operating and investing
activities was fully funded by advances from Intermet. The
Companys financial condition has deteriorated since the
fourth quarter of 1995 and the Company remains dependent on
Intermet for continued intercompany cash advances. Cumulative
losses since 1988, when the Company was acquired by Intermet, are
 approximately $93.8 million.

8



---



##### Table of Contents



Material Changes in Results of Operations

Sales for the quarters ended June 30, 1999 and 1998 were
$15.2 and $13.5 million, respectively. Sales for the six
months ended June 30, 1999 and 1998 were $30.8 and
$27.9 million, respectively. The Company launched the
enhanced compacted graphite bedplate on the dry sand process line
 in June 1998 and moved it to the SPO line in the first
quarter of 1999. This new business has and is expected to
continue to provide additional volume for the Company. The
Company continues to evaluate alternatives to improve
profitability as it is currently operating below breakeven levels
 due to less than optimal manufacturing and labor performance.

Gross profit as a percentage of sales for the second quarter of
1999 was negative 25.1% compared to a negative 6.8% for the
second quarter of 1998. Gross profit as a percentage of sales for
 the six-month period ended June 30, 1999 was negative 21.2%
 compared to a negative 4.8% for the same period in 1998.
Beginning in the second quarter of 1998 and continuing through
the second quarter of 1999, the Company experienced and continues
 to experience various labor and operational difficulties. In
addition, there were costs associated with the launch and
production ramp-up of its newest product during the first quarter
 of 1999.

Intermet files a consolidated federal income tax return that
includes the Company. The Companys income tax provision is
calculated and reported as if the Company filed a separate
federal income tax return. The Company has incurred significant
operating losses since its inception and has reserved its net
operating loss carryforwards. As such, the Company has zero tax
benefit recorded for the three and six-month periods ended
June 30, 1999 and 1998.

As a result of the continued operational performance problems,
the Company incurred losses of $4.4 million and
$7.6 million for the three and six months ended
June 30, 1999, respectively.

Year 2000 Readiness Disclosure

The Company completed a Year 2000 readiness assessment of
its business critical Informational Technology (IT)
and non-IT systems. As a result of the assessment, the Company
developed and implemented corrective action plans designed to
address Year 2000 issues. The Company modified, upgraded and/or
replaced the Companys critical administrative, production,
and research and development computer systems, where necessary,
to make them Year 2000 ready. The Company believes its
critical systems are Year 2000 ready and will continue to
test and monitor these systems.

Because the Companys operations depend on the uninterrupted
 flow of materials and services from its suppliers, the Company
has requested and has been receiving and analyzing information
from its suppliers with regard to their progress toward Year 2000
 readiness. The Company intends to continue to monitor the
progress of its key suppliers toward Year 2000 readiness.

9



---



##### Table of Contents



The Companys estimated pro-rata portion of Intermets
cost for Year 2000 compliance is less than $150,000. It is
possible that the actual cost of the Companys
Year 2000 readiness effort could exceed these estimates.

Although the Company has a process in place to assess
Year 2000 readiness on the part of its suppliers, the
Company considers the most reasonably likely worst case scenario
is that one or more of the Companys suppliers might
encounter a Year 2000 problem and be unable to supply
materials. If this was to occur and the Company could not obtain
the same materials from another vendor, production could be
interrupted, which could result in lost sales and profits.
However, it is likely that the Company could obtain the same
materials from another vendor. In addition, while the Company is
taking action to correct deficiencies in its own systems, it is
possible that one or more of the Companys facilities or
critical business systems might not achieve Year 2000
readiness as anticipated. This could also result in disruption of
 operations and lost sales and profits.

The Company is developing contingency plans that are intended to
avoid or mitigate the risks that key suppliers might not achieve
Year 2000 readiness in time to avoid disruption of the
Companys operations. The Company expects to have its
contingency plans in place by the end of September 1999.

Readers are cautioned that forward looking statements contained
in this Year 2000 discussion should be read in conjunction
with the Companys disclosures under the cautionary
statement for the purposes of the Safe Harbor
Provisions of the Private Securities Litigation Reform Act of
1995, included before Managements Discussion and Analysis
of Financial Condition and Results of Operations.






Item 3.     Quantitative and
Qualitative Disclosures about Market Risk


The Company is subject to market risk with regard to interest
rate and commodity pricing. The Company has analyzed the effect
of these risks on the balance sheet, results of operations and
cash flows and it anticipates that the impact will be immaterial.






PART II  OTHER INFORMATION





Item 1.     Legal Proceedings


The Company is engaged in various legal proceedings and other
matters incidental to its normal business activities. The Company
 does not believe there are any pending or threatened legal
proceedings to which it is a party, or to which any of its
property is subject, that will have a material effect on its
consolidated financial position, results of operations or
liquidity taken as a whole.






Item 2.     Changes in Securities and
 Use of Proceeds


None






Item 3.     Defaults upon Senior
Securities


None

10



---



##### Table of Contents








Item 4.     Submission of Matters to
a Vote of Security Holders


As of April 15, 1999, Intermet, sole owner of the
Companys common stock, elected by written consent in lieu
of the annual meeting of the shareholders of the Company, the
following individuals to serve on the Board of Directors of the
Company until the next annual meeting and until their successors
are elected and qualified: John Doddridge, C. James Peterson
 and Doretha J. Christoph. Pursuant to the written consent,
Intermet voted all 23,000 outstanding shares of the common stock
of the Company in favor of this election.






Item 5.     Other Information


None






Item 6.     Exhibits and Reports on
Form 8-K


(a)  The following exhibits are filed with this Report
pursuant to Item 601 of Regulation S-K:

|        |    |                        |  |                          |  | 
|------- | -- | ---------------------- |  | ------------------------ |  | 
|Exhibit |    |                       
|Number  |    | Description of Exhibit
|        |    |                       
|        | 27 |                        |  | Financial Data Schedule.

(b)  The Company filed no reports on Form 8-K for the
three months ended June 30, 1999.

11



---



##### Table of Contents



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its
 behalf by the undersigned thereunto duly authorized.



| |                   
| | ------------------
| | Ironton Iron, Inc.



| |     |                         
| | --- | ------------------------
| | By: | /s/ DORETHA J. CHRISTOPH

| |                                         
| | ----------------------------------------
| |                                         
| | Doretha J. Christoph                    
| | Vice President, Secretary, Treasurer and
| | Director (Principal Financial and       
| | Accounting Officer)                     
|
| | Date: August 13, 1999                   

12



---



##### Table of Contents



Exhibits Index

|               |    |                        |  |                         
|-------------- | -- | ---------------------- |  | ------------------------
|Exhibit Number |    | Description of Exhibit
|               |    |                       
|               | 27 |                        |  | Financial Data Schedule.

13